UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Number 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
June 15, 2022
Date of Report (date of earliest event reported)
HEART TEST LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-41422 | 26-1344466 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 550 Reserve St, Suite 360 Southlake, Texas |
76092 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 682-237-7781
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | HSCS | The Nasdaq Stock Market LLC | ||
| Warrants | HSCSW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Explanatory Note: Heart Test Laboratories, Inc. is filing this Amendment Number 1 to the Form 8-K filed on June 15, 2022 to correct some typographical errors and the omission of footnote 1 to the table in Item 8.01 and to complete certain information which was inadvertently omitted.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On June 15, 2022, Heart Test Laboratories, Inc. (the “Company”) completed its initial public offering (“IPO”) of 1,500,000 units (“Units”), each consisting of (i) one share (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) one warrant of the Company (the “Warrants”) entitling the holder to purchase one share of Common Stock at an exercise price of $4.25 per share of Common Stock. The Warrants are immediately exercisable upon issuance and are exercisable for a period of five years after the issuance date. The Shares and Warrants may be transferred separately immediately upon issuance. The representative of the underwriter in the IPO was granted a 30-day option to purchase up to an additional 225,000 Shares and/or Warrants to purchse 225,000 Shares, or any combination thereof, to cover over-allotments, which they initially exercised, in part, electing to purchase Warrants to purchase an additional 225,000 Shares.
The Units were sold at a price of $4.25 per Unit, and the Company estimates the net proceeds from the IPO to be $5,223,000 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In connection with the IPO, the Company issued to the representative of the underwriters a warrant to purchase an additional 105,000 shares of Common Stock at a per share exercise price of $4.25, which is equal to the public offering price per Unit sold in the IPO.
In connection with the IPO, the Company entered into an Underwriting Agreement, dated June 15, 2022, by and between the Company and The Benchmark Company, LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated in this Item 1.01 by reference, the form of which was previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-265024) initially filed with the U.S. Securities and Exchange Commission on May 17, 2022, as amended (the “Registration Statement”).
| Item 7.01 | Regulation FD Disclosure |
On June 15, 2022, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached here as Exhibit 99.1.
| Item 8.01 | Other Events |
In connection with the IPO, the Company also prepared the following updated Capitalization Table:
The following table sets forth our cash and cash equivalents and our capitalization as of January 31, 2022:
| • | on an actual basis, after giving effect to the reverse stock split; |
| • | on a pro forma basis to give effect to: (i) the reverse stock split; (ii) conversion of the outstanding balance of the Bridge Notes as at the offering date pursuant to their terms; (iii) the conversion of up to the Maximum Percentage of the Bridge Notes by each holder thereof at a conversion price of $2.89 pursuant to their terms; (iv) the conversion of all of the $1.5M Notes at a conversion price of $1.65 pursuant to their terms; and (v) the conversion of the Series A Preferred Stock at a conversion ratio of 70.33 shares of Common Stock for each share of Series A Preferred Stock pursuant to the terms of the Series A Preferred Stock and the cancellation of the Series B Preferred Stock; and |
| • | on a pro forma as adjusted basis to give effect to: (i) the reverse stock split; (ii) the conversion of up to the Maximum Percentage of the Bridge Notes by each holder thereof; (iii) the conversion of all of the $1.5M Notes; (iv) the conversion of the Series A Preferred Stock and the cancellation of the Series B Preferred Stock; and (v) the issuance of Units in the offering (excluding the underwriters’ representative’s warrants) and after deducting underwriting discounts and commissions and estimated offering expenses, assuming no exercise of the underwriters’ over-allotment option to purchase additional shares of Common Shares, as if the sale of the Units had occurred on January 31, 2022. |
The pro forma as adjusted information set forth in the table below is illustrative only and has been adjusted based on the actual public offering price and other terms of the offering.
| As of January 31, 2022 | ||||||||||||
| Actual | Pro Forma(1) |
Pro Forma as Adjusted(2) |
||||||||||
| (U.S. dollars in thousands) | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Cash and cash equivalents |
$ | 1,328 | $ | 1,328 | $ | 6,551 | ||||||
| Indebtedness: |
||||||||||||
| Bridge Notes |
$ | 2,629 | — | — | ||||||||
| $130K Note |
130 | 130 | 130 | |||||||||
| $1.5M Notes |
1,500 | — | — | |||||||||
| $1M Notes |
1,000 | 1,000 | 1,000 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Indebtedness |
5,259 | 1,130 | 1,130 | |||||||||
| Shareholders’ equity (deficit): |
||||||||||||
| Series A Preferred Stock, $0.001 par value per share, 10,000 issued and outstanding as of January 31, 2022 |
— | — | — | |||||||||
| Series B Preferred Stock, $0.001 par value per share, 10,000 issued and outstanding as of January 31, 2022 |
— | — | — | |||||||||
| Series C Preferred Stock, $0.001 par value per share, 463,265 issued and outstanding |
— | — | — | |||||||||
| Common Stock, $0.001 par value per share, 3,323,942 issued and outstanding, actual; 6,619,042 shares issued and outstanding, pro forma; and 8,119,042 shares issued and outstanding pro forma as adjusted |
3 | 6 | 8 | |||||||||
| Additional paid-in capital |
48,244 | 53,347 | 58,568 | |||||||||
| Accumulated deficit |
(52,350 | ) | (52,350 | ) | (52,350 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Total shareholders’ (deficit) equity |
(4,103 | ) | 1,003 | 6,226 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total capitalization |
$ | 1,156 | $ | 2,133 | $ | 7,356 | ||||||
|
|
|
|
|
|
|
|||||||
| (1) | Indebtedness at the date of the offering in respect of the Bridge Notes and the $1.5M Notes was $3,605,000 and $1,500,000, respectively. |
| (2) | If the underwriters’ option to purchase up to an additional 225,000 Units (including 225,000 shares of Common Stock) is exercised in full, (i) an additional 225,000 Units (including 225,000 shares of Common Stock) would be issued and we would receive approximately $0.9 million in additional net proceeds,, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (ii) cash and cash equivalents, total shareholders’ equity and total capitalization would each also increase by approximately $0.9 million. |
The number of shares of Common Stock owned by existing shareholders is based on 3,323,942 shares of Common Stock issued and outstanding as of January 31, 2022 (on an actual basis), assumes no exercise of the underwriters’ over-allotment option and excludes the following as of such date:
| • | shares of Common Stock issuable upon conversion of the Series C Preferred Stock (including shares issuable upon conversion of the shares of Series C Preferred Stock issuable upon conversion of the $130K Note). See “Description of Securities—Preferred Stock” for additional information; |
| • | shares of Common Stock issuable upon the exercise of stock options issued to directors, employees and consultants of the Company, of which were vested as of such date; |
| • | 1,442,400 shares of Common Stock to be issued upon exercise of the Investor Warrants, the $1M Lender Warrants, the $1.5M Lender Warrants, the Bridge Warrants, and the Pre-Funded Warrants; |
| • | 703,050 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the cancellation of the Series B Preferred Stock; |
| • | 1,500,000 shares of Common Stock to be issued upon exercise of the Warrants issued in the IPO; and |
| • | 225,000 shares of Common Stock to be issued upon exercise of the underwriters’ representative’s warrants. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment Number 1 to Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
HEART TEST LABORATORIES, Inc. | ||||
| Dated: June 15, 2022 |
|
By: | /s/ Andrew Simpson | |||
|
|
|
|
Andrew Simpson | |||
|
|
|
|
Chairman of the Board, President and Chief Executive Officer | |||